UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 11, 2019
INGERSOLL-RAND PUBLIC LIMITED COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Ireland (State or Other Jurisdiction of Incorporation) | 001-34400 (Commission File Number) | 98-0626632 (IRS Employer Identification No.) |
170/175 Lakeview Dr. Airside Business Park Swords, Co. Dublin Ireland (Address of principal executive offices, including zip code) |
+(353) (0) 18707400
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Ordinary Shares, Par Value $1.00 per Share | | IR | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On December 11, 2019, the Company announced the appointment of Dave Regnery, age 57, to President and Chief Operating Officer effective as of January 1, 2020. Mr. Regnery currently serves as Executive Vice President. Mr. Regnery previously served as Vice President, President of Commercial HVAC, North America and EMEA at the Company from 2013 to 2017. The announcement was included in a press release issued by the Company on December 11, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference.
In connection with the appointment, Mr, Regnery entered into an amended and restated employment agreement with the Company. Mr. Regnery will receive a base salary of $850,000, his Annual Incentive Matrix Program target is set at 100% and his annual equity award target opportunity is set at $2,600,000. Mr. Regnery is eligible to participate in other benefit programs available to the Company’s executive officers.
Mr. Regnery’s Change in Control Agreement with the Company remains in effect. In the event of a change in control, Mr. Regnery will receive a severance payment equal to two and one-half times his base salary plus his AIM target.
The foregoing summary of Mr. Regnery’s compensation is qualified in its entirety by reference to the complete employment agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference.
Item 7.01 Regulation FD Disclosure.
On December 11, 2019, the Company announced the expected new company name, strategy and executive leadership team of its pure play climate company after the close of the Reverse Morris Trust (“RMT”) transaction with Gardner Denver Holdings, Inc. The climate company is expected to be named Trane Technologies plc and to trade on the New York Stock Exchange under the ticker, “TT.” The company name change is subject to shareholder approval and is expected to be effective around the completion of its RMT transaction. The announcement was included in the press release attached hereto as Exhibit 99.1 and described in Item 5.02 above and is incorporated by reference.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
